CROWN COLONY GOLF & COUNTRY CLUB
BYLAWS
April 5, 2018
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Table of Contents
(continued)
Page
ARTICLE I.PURPOSE OF CLUB...... 1
ARTICLE II.CLUB EMBLEM AND DEFINITIONS...... 1
Section 2.1Club Emblem...... 1
Section 2.2Definitions...... 2
ARTICLE III.MEMBERS MEETING...... 2
Section 3.1Annual Meeting...... 2
Section 3.2Date and Place of Annual Meeting...... 2
Section 3.3Special Meeting...... 2
Section 3.4Notices; Waiver of Notice, Proxies...... 2
Section 3.5Quorum...... 3
Section 3.6Voting Percentage...... 3
Section 3.7Fixing of Record Date...... 3
Section 3.8Action Without a Meeting...... 3
Section 3.9Voting Qualifications...... 3
ARTICLE IV.BOARD OF GOVERNORS...... 4
Section 4.1Number and Qualifications...... 4
Section 4.2Nominating Committee...... 4
Section 4.3Elections...... 4
ARTICLE V.MEETINGS OF BOARD OF GOVERNORS...... 5
Section 5.1Annual Meeting...... 5
Section 5.2Duties at Annual Meeting...... 5
Section 5.3Quorum...... 5
Section 5.4Regular Meetings...... 5
Section 5.5Special Meetings...... 5
Section 5.6Participation in Meetings...... 5
Section 5.7Notice; Waiver of Notice...... 6
Section 5.8Actions Without Meetings...... 6
Section 5.9Voting Percentage...... 6
ARTICLE VI.POWERS OF THE BOARD OF GOVERNORS...... 6
Section 6.1Management of the Club...... 6
Section 6.2Duties and Powers...... 7
Section 6.3Issuance of Memberships...... 8
Section 6.4Compensation...... 8
Section 6.5Non-Equity Members...... 8
Section 6.6Interpretation of Bylaws...... 8
ARTICLE VII.OFFICERS...... 8
ARTICLE VIII.DUTIES OF OFFICERS...... 8
Section 8.1President...... 8
Section 8.2Vice President...... 9
Section 8.3Secretary...... 9
Section 8.4Treasurer...... 9
Section 8.5Other Officers...... 9
Section 8.6Duties of Officers...... 9
Section 8.7Removal from Office...... 9
Section 8.8Compensation...... 10
ARTICLE IX.COMMITTEES...... 10
Section 9.1Standing Committees...... 10
Section 9.2Ad Hoc Committees...... 12
Section 9.3Powers of Committees...... 12
Section 9.4Terms of Committee Chairpersons and Committee Members...... 12
ARTICLE X.EQUITY MEMBERSHIPS...... 12
Section 10.1Equity Membership Offering...... 12
Section 10.2Voting Privileges...... 12
Section 10.3Transfers of Equity Memberships...... 12
Section 10.4Equity Membership Certificates...... 13
Section 10.5Readmission of Former Members...... 13
ARTICLE XI.OTHER MEMBERSHIPS AND MEMBERSHIP PRIVILEGES...... 13
ARTICLE XII.GUEST PRIVILEGES...... 13
ARTICLE XIII.DUES, FEES AND CHARGES...... 14
Section 13.1In General...... 14
Section 13.2Dues Policy...... 14
Section 13.3Miscellaneous...... 14
ARTICLE XIV.DELINQUENCIES...... 14
Section 14.1Statement...... 14
Section 14.2Right to Collect...... 15
ARTICLE XV.DISCIPLINE...... 15
Section 15.1Discipline...... 15
Section 15.2Disciplinary Action...... 16
Section 15.3Suspension...... 16
Section 15.4Resignation - Request by Board...... 16
Section 15.5Expulsion...... 16
Section 15.6Applicability of Sections 15.2 and 15.5...... 17
ARTICLE XVI.CORPORATE SEAL...... 17
ARTICLE XVII.MISCELLANEOUS...... 17
Section 17.1Membership Year...... 17
Section 17.2Assessments...... 17
Section 17.3Conflict Between Bylaws and Articles of Incorporation...... 18
Section 17.4Dissolution or Liquidation...... 18
ARTICLE XVIII.INDEMNIFICATION AND INSURANCE...... 18
ARTICLE XIX.AMENDMENTS...... 19
{Practice Areas\CORP\dll\cc\A1962121.DOC [Ver: 2]}WPB_ACTIVE 2823011.6 / -1-ARTICLE I.
PURPOSE OF CLUB
The purpose of Crown Colony Golf & Country Club, Inc. (the “Club”) is to own and operate a private country club for the recreation, pleasure and benefit of its equity members (“Equity Members”) and their guests, and others permitted to use the facilities owned and operated by the Club. The period of duration of the Club is perpetual.
ARTICLE II.
CLUB EMBLEM AND DEFINITIONS
Section 2.1Club Emblem
The emblem of the Club will be of a style and design to be approved by the Board of Governors (the “Board” or “Board of Governors”).
Section 2.2Definitions
The following terms when used in these Bylaws shall have the meanings indicated below:
(a)“Board” or “Board of Governors” shall have the meaning set forth in Section 2.1 hereof.
(b)“Bylaws” shall mean these Bylaws.
(c)“Compensation” shall have the meaning set forth in Section 6.4 hereof.
(d)“Club” shall mean Crown Colony Golf & Country Club, Inc., a Florida not-for-profit corporation.
(e)“Equity Members” shall have the meaning set forth in Article X hereof.
(f)“Equity Membership Plan” shall mean the membership plan dated (April 5, 2018) as from time to time amended or restated.
(g)“Equity Memberships” mean the Equity Golf, Sports and Social Memberships described in Article X hereof.
(h)This subsection intentionally left blank.
(i)“Golf Members” shall mean persons acquiring an Equity Golf Membership in the Club.
(j)“Good Standing” shall have the meaning set forth in Section 3.9 hereof.
(k)“Membership Contribution” shall mean the amount required to be paid to acquire an Equity Membership.
(l)“Membership Year” shall have the meaning set forth in Section 17.1 hereof.
(m)“Non-Equity Members” shall mean Non-Proprietary, Non-Transferable, Recallable Associate or Corporate Memberships, andNon-Dues paying social members who originally enrolled with the developer Centex.
(n)“Significant Others” shall mean an unmarried, unrelated person living with an unmarried Equity Member on a full-time basis as a single-family unit.
(o)“Social Members” shall mean persons acquiring a Social Membership in the Club.
(p)“Sports Members” shall mean persons acquiring a Sports Membership in the Club.
ARTICLE III.
MEMBERS MEETING
Section 3.1Annual Meeting
An annual meeting of the Equity Members of the Club will be held for the purposes of receiving reports of officers and others, to elect governors and for such other business as may be properly brought before the meeting.
Section 3.2Date and Place of Annual Meeting
Each year an annual meeting of the Equity Members will be held at such time, date and place in Lee County, Florida as the Board of Governors shall designate. The annual meeting shall be held during March or April of each year.
Section 3.3Special Meeting
Special meetings of the members may be called by the President, a majority of the members of the Board of Governors,or the written request of twenty percent (20%) or more of the votes of the Equity Members of the Club then entitled to be voted. Such request will be submitted to the President who will call a special meeting within thirty (30) days of the date of receipt of such request. Notices of any special meeting must contain a statement of the purpose(s) for which such special meeting is called and no other business may be transacted at that meeting.
Section 3.4Notices; Waiver of Notice, Proxies
(a)The Secretary will give not less than seven (7) days nor more than forty-five (45) days prior notice, by mail, prepaid, to all Equity Members, stating the time, place and in the case of a special meeting the purpose of the meeting. Notice of any such meeting will be posted on a bulletin board at the clubhouse on the date of its mailing to the Equity Members. In addition, upon the approval of the Board of Governors, the Secretary shall be authorized to provide notice of meetings by mail, facsimile transmission, electronic mail and/or posting on the Club’s website as authorized under Fla. Stat. § 617.0141.
(b)Waiver of notice of a meeting of the Equity Members shall be deemed the equivalent of proper notice. Any Equity Member may, in writing, waive notice of any meeting of the Equity Members, either before or after such meeting. An Equity Member’s attendance at a meeting shall be deemed a waiver by such Equity Member of notice of the time, date, and place thereof unless such Equity Member specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting also shall be deemed waiver of notice of all business transacted at such meeting unless an objection on the basis of proper notice is raised before the business is put to vote.
Section 3.5Quorum
The presence, either in person or by proxy, of voting members having twenty percent (20%) of the votes then entitled to be voted will constitute a quorum at any meeting of the voting members. The Board of Governors will determine the form and procedure for the use of proxies.
Section 3.6Voting Percentage
Except for the election of Governors, where a plurality shall be sufficient, majority of the votes cast on a particular matter is necessary for passage of any motion, unless a higher percentage is required by law or these Bylaws.
Section 3.7Fixing of Record Date
For the purpose of determining the members entitled to notice of, or to vote at, any meeting of members, or in order to make a determination of members for any other proper purpose, the Board of Governors of the Club may fix in advance a date as the record date for any such determination of Members, which date shall not be more than fifteen (15) days prior to sending out the notice of meeting. If no record date is fixed for the determination of members entitled to notice of, or to vote at, a meeting of the members, the date on which notice of the meeting is delivered shall be the record date for such determination. When a determination of members entitled to vote at any meeting of members has been made, the determination shall apply to any adjournment of the meeting.
Section 3.8Action Without a Meeting
In addition to the above procedures, any action required or permitted by law to be taken at a meeting of the members may be taken without a meeting, without prior notice, and without a vote, in accordance with the following procedures. Members holding a majority of all authorized votes may take action that could be taken at a meeting if such members sign, date and deliver to the Club written consent specifically authorizing the proposed action. Each such consent shall be signed within sixty (60) days after receipt of the earliest dated consent. Such consents shall be filed with the minutes of the Club, and shall have the same force and effect as a vote of the members at a meeting. Within ten (10) days after receiving authorization for any action by written consent, the Secretary shall give written notice to all members entitled to vote who did not give their written consent, fairly summarizing the material features of the authorized action.
Section 3.9Voting Qualifications
Only members in good standing may vote on any matter requiring a member vote. “Good Standing” shall mean a member is current on all obligations owed to the Club, and not otherwise under suspension due to disciplinary action taken by the Club.
ARTICLE IV.
BOARD OF GOVERNORS
Section 4.1Number and Qualifications
The Board of Governors will be responsible for the governance and administration of the affairs and property of the Club. All Governors must be Equity Members of the Club. The Board of Governors shall consist of nine Equity Memberswho shall be elected solely by the Equity Members. At each annual election, the Equity Members shall elect three Governors to serve for a term of three years. Newly elected Governors shall take office at the earliest of the first held annual, regular or special board meeting held subsequent to the annual meeting at which such governors were elected.
Section 4.2Nominations for the Board
(a)Nominations for election to the Board of Governors shall be made by a Nominating Committee which shall be one of the standing committees of the Club. Prior to each annual meeting, the President, with the consent of the Board of Governors, shall appoint a Nominating Committee to nominate candidates for the election of governors. Members of the Nominating Committee shall serve for a term of one (1) year or until their successors are appointed, all as determined by the Board.
(b)The Nominating Committee, after consultation with the President, will recommend, at least twenty (20) days prior to the date of the annual meeting of Equity Members, the names of Equity Members of the Clubselected by a majority vote of the Nominating Committee to be submitted to the Equity Members of the Club at their annual meeting to fill vacancies on the Board of Governors.
(c)Not less than fifteen (15) days prior to the annual meeting, Equity Members representing twenty percent (20%) or more of the total votes entitled to be cast at a meeting who are not on the Nominating Committee or the Board of Governors may also nominate candidates who are Equity Members, for the Board of Governors by petition signed by them and filed with the Secretary at least fifteen (15) days prior to the Equity Members’ annual meeting. The names of any such nominees, after having been certified by the Secretary or any other officer that they are qualified for election and have been nominated in accordance with the provisions of these Bylaws, will be posted on the official bulletin board of the Club and will be included on any proxy mailing to the Equity Members of the Club.
(d)If the total number of candidates nominated by a Nominating Committee (and the Equity Members, if applicable) does not exceed the number of expiring terms on the Board of Governors to be filled, those nominated will be presented,as the elected Governors at the annual meeting.
Section 4.3Elections
(a)There will be no cumulative voting and no preemptive rights.
(b)Voting will either be in person or by proxy.
(c)The Equity Members receiving the highest number of votes necessary to fill the expiring terms on the Board of Governors shall be elected. In case of a tie vote, the existing Board of Governors shall select one or more of the tied Equity Members to fill expiring term(s).
ARTICLE V.
MEETINGS OF BOARD OF GOVERNORS
Section 5.1Annual Meeting
Each year the Board of Governors will hold its annual meeting to elect officers and to consider any other matters as may be properly brought before the meeting. Such annual meeting of the Board of Governors will be held within ten (10) days after the annual meeting of the Equity Members of the Club.
Section 5.2Duties at Annual Meeting
At each annual meeting, the Board of Governors shall take all actions as the Board shall deem necessary or desirable, consistent with these Bylaws and the Articles of Incorporation of the Club.
Section 5.3Quorum
A majority of the Board of Governors then in office shall constitute a quorum at any meeting for the transaction of business.
Section 5.4Regular Meetings
The Board of Governors will have a minimum of four regular meetings in each year at such times as the Board of Governors will determine.
Section 5.5Special Meetings
Special meetings of the Board of Governors may be called by or at the request of the President or any four governors. The person or persons authorized to call special meetings of the Board may fix any reasonable place as the place for holding any special meeting of the Board called by them.
Section 5.6Participation in Meetings
One or more Governors may participate in and vote during any regular or special Board of Governors meeting by telephone conference call, fiber optics, web cast, or similar audio or video communication equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting so long as (i) each member participating in the meeting can communicate with all other members concurrently, (ii) each member is provided the means of participating in all matters before the Board of Governors, and (iii) the Board of Governors has the means to verify that each person participating in the meeting is a Governor (or other person entitled to participate) and all actions or votes are taken or cast only by Governors. Those Governors so participating shall be deemed present at such meeting for all purposes including determining a quorum.
Section 5.7Notice; Waiver of Notice
(a)Notice of any meeting of the Board of Governors, regular or special, may be conveyed by any manner, including without limitation, written, electronic (e-mail), fax or telephonic notice by at least three (3) days prior to the meeting, unless the meeting is of an emergency nature upon which 24 hours’ notice will be sufficient. Notwithstanding the foregoing, a waiver of notice signed by all members of the Board of Governors will be effective and a meeting may be held immediately relying upon such waiver.
(b)Waiver of notice of a meeting of the Board of Governors shall be deemed the equivalent of proper notice. Any Governor may, in writing, waive notice of any meeting of the Board, either before or after the meeting. A Governor’s attendance at a meeting shall be deemed a waiver by such Governor of notice of the time, date and place thereof unless such Governor specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting also shall be deemed waiver of notice of all business transacted at such meeting unless an objection on the basis of lack of proper notice is raised before the business is put to a vote.
(c)Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Governors need be specified in the notice of such meeting, unless specifically required by law or these Bylaws.
Section 5.8Actions Without Meetings
Any action which may be taken by the Board of Governors, or any committee thereof, may be taken without a meeting by unanimous written consent setting forth the action to be taken, signed by all of the Governors entitled to vote, or all of the members of the committee, as the case may be, and such written consent shall be filed in the minutes of the proceedings of the Board of Governors or the committee, whether done before or after the action to be taken. A unanimous written consent shall have the effect of a unanimous vote taken at a meeting.
Section 5.9Voting Percentage
Except as otherwise provided herein, a majority of the votes cast on a particular matter is necessary for passage of any motion.
ARTICLE VI.
POWERS OF THE BOARD OF GOVERNORS
Section 6.1Management of the Club
The Board of Governors shall have the corporate power to generally do all acts and things permitted for not-for-profit corporations by law, statute, the Articles of Incorporation and these Bylaws, all as they now exist or as they may hereafter provide.
Section 6.2Duties and Powers
Without limiting the generalities of Section 6.1 hereof, the Board of Governors shall have the authority to:
(a)Elect the officers of the Club;
(b)Appoint committees and assign duties;
(c)Fill vacancies on the Board of Governors due to death, resignation, inability to perform duties or otherwise, until the expiration of the term;
(d)Appoint managers and other employees and delegate such authority as is considered necessary for the proper operation and management of the Club;
(e)Adopt, alter, amend or repeal the General Club Rules and other rules and regulations governing use of the Club and all its facilities by members and their guests;
(f)Establish the amount of the initiation fees or Membership Contribution for each category of membership and the terms of payment, the amount of dues, fees, dining room minimums and other charges, subject to any limitations herein or in the Membership Purchase Agreements;
(g)Have the power to replace any Governor who fails to attend fifty percent (50%) of the regular Board of Governors’ meetings in any one (1) Membership Year;
(h)Have the power to expend funds to the extent of the amount in the Club’s treasury or owing to the Club or available under borrowings of the Club, to make contracts; to borrow money and incur indebtedness for the purposes of the Club; and, to cause promissory notes, bonds, mortgages or other evidences of indebtedness to be executed and issued, except borrowings and indebtedness other than obligations under leases at any time outstanding in excess of $500,000 must be approved by a majority of the votes eligible to be cast by the Equity members. This limitation may increase or decrease by the percentage change in the Consumer Price Index as determined by the Board;Not withstanding the above, borrowing and indebtness up to $1,500,000, to pay for extraordinary repairs or replacements do not require member approval and may be imposed by the Board of Governors. “Extraordinary repairs or replacements” shall mean repairs or replacements to the Club Facilities which result from acts of God, natural disasters, weather, fires, pestilence, requirements imposed by governmental authorities after the date hereof and any events beyond the reasonable control of the Club.